SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                              (AMENDMENT NO.: 1 )*



NAME OF ISSUER:                             TJX Co. Inc.


TITLE OF CLASS OF SECURITIES:               Common


CUSIP NUMBER:                               872540109


Date of Event Which Requires Filing of this Statement: December 31, 2001

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed: (X) Rule 13d-1(b) ( ) Rule 13d-1(c) ( ) Rule 13d-1(d)

*    The  remainder  of this  cover  page  shall be filled  out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter the disclosures provided in a prior cover page.

     The  information  required in the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).


(Continued on the following page(s))


                                Page 1 of 4 Pages


13G CUSIP No.: 872540109 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vanguard Windsor Funds - Vanguard Windsor Fund 2. CHECK THE APPROPRIATE [LINE] IF A MEMBER OF A GROUP A. B. X --------------------- 3. SEC USE ONLY 4. CITIZENSHIP OF PLACE OF ORGANIZATION Delaware (For questions 5-8, report the number of shares beneficially owned by each reporting person with:) 5. SOLE VOTING POWER 11,324,400 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 11,324,400 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,324,400 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.15 12. TYPE OF REPORTING PERSON IV Page 2 of 4 Pages

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13G UNDER THE SECURITIES ACT OF 1934 ---------- Check the following [line] if a fee is being paid with this statement n/a ITEM 1(A) - NAME OF ISSUER: TJX Co. Inc. ITEM 1(B) - ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 770 Cochituate Rd., Framingham MA 01701 ITEM 2(A) - NAME OF PERSON FILING: Vanguard Windsor Funds - Vanguard Windsor Fund ITEM 2(B) - ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 100 Vanguard Blvd., Malvern, PA 19355 ITEM 2(C) - CITIZENSHIP: The Fund is a business trust organized under the laws of the Commonwealth of Delaware. ITEM 2(D) - TITLE OF CLASS OF SECURITIES: Common ITEM 2(E) - CUSIP NUMBER 872540109 ITEM 3 - TYPE OF FILING: This statement is being filed pursuant to Rule 13d-1. The person filing is an investment company registered under Section 8 of the Investment Company Act. ITEM 4 - OWNERSHIP: (a) Amount Beneficially Owned: 11,324,400 (b) Percent of Class: 4.15 Page 3 of 4 Pages

(c) Number of shares as to which such person has: (i) sole power to vote or direct to vote: 11,324,400 (ii) shared power to vote or direct to vote: -0- (iii) sole power to dispose of or to direct the disposition of: -0- (iv) shared power to dispose or to direct the disposition of: 11,324,400 ITEM 5 - OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: The reporting person has ceased to be the beneficial owner of more than five percent of the class of securities (X). ITEM 6 - OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not applicable ITEM 7 - IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not applicable ITEM 8 - IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF GROUP: Not applicable ITEM 9 - NOTICE OF DISSOLUTION OF GROUP: Not applicable ITEM 10 - CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATE 2-12-2002 BY /S/ JOSEPH F. DIETRICK --------------- ------------------------------- JOSEPH F. DIETRICK Page 4 of 4 Pages